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Xansa PLC (XAN)

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Friday 25 May, 2001

Xansa PLC

Director Shareholding

Xansa PLC
25 May 2001


TO:     Regulatory News Service
        The London Stock Exchange


Re: Chapter 16, Paragraph 13 of CONTINUING OBLIGATIONS


Xansa plc (the 'Company') announces that it received notification on 25 May
2001 for the purposes of Section 329 of the Companies Act 1985 that the
trustee of the Xansa Shareholders' Trust (the 'Trust') has transferred 16,980
of the Company's ordinary shares of 5 pence each ('Ordinary Shares') to
participants exercising options granted under the Company's ShareSave Scheme.
The Ordinary Shares were transferred by Xansa Employee Trust Company Limited
as trustee of the Trust and Xansa QUEST. The Trust and the Xansa QUEST are
discretionary trusts for the benefit of employees of the Company and its
subsidiaries, which operate in conjunction with the Company's ShareSave Scheme
and All Employee Share Option Scheme (together the 'Schemes') and hold
Ordinary Shares to satisfy existing options granted under the Schemes.

 1. Mr G R Dunn, an executive director of the Company is also a director of
    Xansa Employee Trust Company Limited.

 2. Transactions notified on 25 May 2001 in relation to the Trust and the Xansa
    QUEST.

Scheme    Date of Transaction     Number of Ordinary       Option Price of
                                  Shares Transferred       Ordinary Shares
ShareSave 25.05.01                16,980                   .878p


The total holding of the Trust and the Xansa QUEST amounts to 41,516,949
Ordinary Shares (Trust: 24,501,358 and Xansa QUEST: 17,015,591).


25 May 2001